Securities Registration Statement (simplified Form) (s-3/a)
September 21 2018 - 5:33PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on September 21, 2018
Registration
Statement No. 333-225995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BRAINSTORM CELL THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
20-7273918
(I.R.S. Employer Identification No.)
1745 Broadway,
17
th
Floor
New York, NY 10019
(201) 488-0460
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Chaim Lebovits
President and Chief Executive Officer
c/o Brainstorm Cell Therapeutics Inc.
1745 Broadway,
17
th
Floor
New York, NY 10019
(201) 488-0460
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas B. Rosedale, Esq.
BRL Law Group LLC
425 Boylston Street, 3rd Floor
Boston, MA 02116
(617) 399-6931
(telephone number)
(617) 399-6930
(facsimile number)
As soon as practicable after the effective date
of this registration statement.
(Approximate date
of commencement of proposed sale to public
)
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of Securities Act.
¨
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Explanatory Note
Brainstorm Cell Therapeutics Inc. is
filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-3 (File No. 333- 225995) (the
“Registration Statement”) as an exhibit only filing to file an updated consent of Brightman Almagor Zohar & Co.
as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note,
Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and the
Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged
and have been omitted.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
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Item 16.
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Exhibits and Financial
Statement Schedules
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of November 28, 2006, by and between Brainstorm Cell Therapeutics Inc., a Washington corporation,
and Brainstorm Cell Therapeutics Inc., a Delaware corporation, is incorporated herein by reference to Appendix A of the Company’s
Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
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4.1
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Certificate
of Incorporation of Brainstorm Cell Therapeutics Inc. is incorporated herein by reference to Appendix B of the Company’s
Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
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4.2
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Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated September 15, 2014, is incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated September 15, 2014 (File No. 000-54365).
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4.3
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Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated August 31, 2015 is incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated September 15, 2014 (File No. 001-366641).
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4.4
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ByLaws
of Brainstorm Cell Therapeutics Inc. is incorporated herein by reference to Appendix C of the Company’s Definitive Schedule
14A dated November 20, 2006 (File No. 333-61610).
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4.5
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Amendment
No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007, is incorporated herein by reference to Exhibit
3.1 of the Company’s Current Report on Form 8-K dated March 27, 2007 (File No. 333-61610).
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4.6
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Specimen Certificate of Common Stock of Brainstorm Cell Therapeutics Inc., is incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 15, 2014 (File No. 000-54365).
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5.1**
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Opinion of BRL Law Group LLC.
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* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 21
st
day of September, 2018.
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BRAINSTORM CELL THERAPEUTICS INC.
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By:
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/s/ Chaim Lebovits
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Chaim Lebovits
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Chaim Lebovits
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President and Chief Executive Officer
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Chaim Lebovits
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(Principal Executive Officer)
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September 21,
2018
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*
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Chief Financial Officer and Treasurer
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Eyal Rubin
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(Principal Financial and Accounting
Officer)
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September 21, 2018
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*
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Director
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Irit Arbel
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September 21, 2018
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*
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Director
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June S.
Almenoff
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September 21, 2018
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*
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Director
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Arturo
O. Araya
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September 21, 2018
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*
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Director
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Chen Schor
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September 21, 2018
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*
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Director
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Anthony
Polverino
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September 21, 2018
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Director
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Malcolm
Taub
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[ ]
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*
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Director
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Uri Yablonka
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September 21, 2018
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*By:
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/s/
Chaim Lebovits
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Chaim Lebovits
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Attorney-in-fact
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